It had been a long and arduous wait, but finally the young Cutie Mark Crusaders' ears perked up upon hearing the school bell ring- signalling their dismissal from class for the weekend. Walking out of the school, Apple Bloom turned to her cohorts and asked "Y'all sure we should be doin' this?"

Sweetie grinned from ear to ear and squeaked "Of course! Half the school already knows that Scoots is going out with Rumble- and I have my cute little Button!"

Scootaloo blushed at the assertion. Surely that many students couldn't know about it ... "So ya told Button where we're meeting?" Asked Scootaloo as she turned to Sweetie Belle.

"Yup! First thing after school at our clubhouse!" She said proudly, having been planning this date for quite some time.

~ At the CMC clubhouse ~

Button Mash looked around the room- mostly barren except for a few things hanging from the walls of the clubhouse. He saw the fillies sat around the center of the room talking to ... Rumble? What was he doing here? Button gulped slightly before he announced himself to the room. "What're we doin' here Sweetie? Y'know I got a new JoyBoy game that needs conquering!"

"Oh, Button!" Squeaked Sweetie with glee, you'll see ~ I've been planning this all week! It'll be much more fun than a silly little JoyBoy game.

Button pouted- his face turning slightly red at the claim that his favorite hobby was 'silly'. Sweetie began pushing him from the rear- forcing him into position beside Rumble in the middle of the room. He sat on his haunches, watching as the fillies lined up in a row in front of them.

"Ready girls? Like we practiced!" Declared Sweetie Belle as each of the young fillies spun around, revealing their nethers to the colts. They began to sway their hips from side to side- their plots bouncing around. Rumble- with a stupid grin on his face, smiling from ear to ear at the sight, his shaft beginning to grow erect paying particular attention to Scootaloo's haunches. Button meanwhile began to blush at the sudden display- even more so when he turned his head towards Rumble- spotting the firm erection he was sporting- rather large for such a young colt. Rumble was leaning forward, licking his lips, the musk of fresh Spring heat coming off of the young fillies' lips was intense.

Unable to resist any longer- Rumble dived in- planting his muzzle between Scootaloo's toned cheeks, his tongue collecting up the sweet honey dripping from Scootaloo's folds. Spreading her apart with his hooves, he inserted his tongue, running it in circles around her sensitive clit forcing her to moan out lewdly. "Clearly y'all've had practice!" Declared Apple Bloom, turning her head back to watch the scene play out. "Y'got another filly that needs some attention here loverboy." She said- bumping her flanks against Scootaloo, pushing her aside and inviting Rumble to enjoy. Scootaloo turned her head back to him, giving him an approving nod as he started to eat out Apple Bloom, a hoof idly continuing to play with Scootaloo to keep her in the moment.

Button continued to sit there, awestruck at just what he was watching, even more so at Rumble- his shaft was nearly as long as his body- his tip leaking a near continuous stream of precum down to the ground. Sure- Button had hoofed himself from time to time- but it was nothing like what he was watching unfold before him. Sweetie turned back towards Button- glaring at him intensely, waiting for him to step up. Turning to see the fire in her eyes from the sheer heat she was in- Button finally got the message and hesitantly placed his hoof against her folds trying to emulate Rumble. He wasn't doing well- he and Sweetie both knew it, but she appreciated the token effort nonetheless.

As if being together so long had linked them on a deeper level, the three girls came, nearly simultaneously to the surprise of the young colts pleasing them, their muzzles and hooves covered by their ejaculate. Rumble sat back, licking it away as he turned to Button with that sly grin on his face. Button blushed and wiped it off instead.

"Now ~" Sweetie cooed, a sheer sweetness to her voice brought on by the pleasure of her intense orgasm. "For the main event ... !" Her horn began to glow as an aura surrounded the colts, an intense tingling surrounded their entire body- watching, unaware at first as they grew erect once more. The fillies watched as the young colts slowly grew in place, growing taller and taller, their shafts extended in length past their torso. Rumble began to hoof himself, feeling as though he could cum from the sheer stimulation Sweetie's magic was working on his body. He didn't notice at first how much shorter the fillies were compared to him- he was too focused on his shaft- as was Button. Watching as Rumble's cock grew harder and thicker- not paying great attention as his own did the same. Rumble stood up- and that's when he and Button knew just how much they had changed. Rumble now towered over Scootaloo and the other fillies as did Button when he stood in turn- albeit still smaller than Rumble in both ways.

"Oh my gawsh!" Called out Apple Bloom. "I think yer even bigger than Big Mac!" Her jaw dropped- tongue lolling out as she admired his size.

"I could get used to this ~" Said Rumble seductively as he began to mount Scootaloo- able to easily fit her under his chest- his massive endowment pressing inside her- forcing her eyes to open wide as she was stretched further than she ever had before- her dainty lips greedily taking in the hyper-endowed and giant colt's length. "Ohhhh Scoots ~" He called out lovingly, his cock easily as thick as his hoof inside her- a visible bulge in her belly from the sheer amount of Rumble she had fit in there. Her tongue lolled out as her upper body lowered to the ground in sheer overwhelming bliss.

Button began to stroke himself- imagining if he were in Scoot's place, amazed at the sheer size of his cock and just how much more length he had to play with and rub. Suckling at his own head, slathering his tip with his saliva as Sweetie glared at him- unimpressed with his selfishness. "Button!" She called up to him.

"Awh- let him have his fun Sweetie." said Apple Bloom. "We can still enjoy each other." She hugged Sweetie in a tight embrace and began kissing her passionately- Sweetie shocked, no idea that her friend was a fillyfooler. Rumble stared as the scene unfolded before him, his newly massive cum factories hanging wide and low behind him ready for orgasm.

"I'm comin' Scoots!" He called out as intense waves of pleasure rolled over him, humongous wads of sticky seed assaulted the young pegasus, filling her up, her belly distending further as she became Rumble's living condom. Looking many months pregnant by the time he had finished- a puddle of cum pooling at her feet as his shaft recessed out of her, her haunches dripping that sticky gunk seemingly endlessly. Her body quaked and quivered from the sensation as she lay down atop her belly which already almost touched the ground even when standing.

"G-guh-gahh ~ !" Was all Button could call out watching Rumble finish- his own slightly smaller load painting the ceiling of the club house white as it dripped back down in long strands into another large puddle on the floor. Instinctively, he laid back, spent from his orgasm, moving carefully to avoid his head hitting the wall- wondering if the room seemed even smaller than it was before.

Author's Note

Written for gmodpon-e